This CLE program will drill down into the many documents that an attorney often needs to prepare or review in connection with the purchase or sale of an entire business or of an ownership interest in a business. This will include the main documents which are usually one of: (1) Asset Purchase Agreements, (2) Stock Purchase Agreements or (3) Membership Interest Purchase Agreements and the circumstance when each type of main Agreement will be employed.

We will also explore the many “side documents” that precede or are required by the main Agreement, including Letters of Intent, Non-Disclosure Agreements, Due Diligence Requests, Authorizing Resolutions, Lien Searches, Disclosure Schedules, Promissory Notes, Security Agreements, Guaranties, Bills of Sale, Stock Powers, Assignments (including Third-Party Consents), Acceptance of Assignments, Payoff Letters, Releases, Employment Agreements, Consulting Agreements, Transition Services Agreements, Restrictive Covenants Agreements, Closing Certificates, Flow of Funds documents, Post-Closing Resolutions, and others. The course will focus on practical considerations and includes sample documents.

This CLE program will be presented by business law specialist Richard Waxman. Mr. Waxman is uniquely qualified to present this course since (1) he has represented sellers and buyers in numerous transactions involving companies sold for hundreds of millions of dollars and others sold for far smaller purchase prices; (2) he has written and spoken extensively to lawyers and others on topics relating to the purchase and sale of businesses and interests in businesses…samples of his presentations on this topic may be found on his website at: https://waxmanlaw.com/business-and-corporate-law-newsletter.php or at the NACLE course he presented at https://www.nacle.com/CLE/Courses/ABCs-of-Selling-or-Buying-a-Privately-Owned-Business-778.

*This course qualifies as a Transitional course and can be taken by both Experienced and Newly Admitted attorneys in NY.